Authority: High Court of Judicature at Bombay (Ordinary Original Civil Jurisdiction)

Order Date: 21st August 2026

Coram: R. I. Chagla and Farhan P. Dubash, JJ.

Case Overview

The writ petition was filed by ITC Limited challenging communications dated 24th October 2024 and 26th November 2024 issued by Metropolitan Stock Exchange (MSE) and Jupitice Justice Technology Private Ltd under SEBI's Online Dispute Resolution (ODR) mechanism established by Master Circular dated 31st July 2023. The dispute originated from a 1989 bonus share issuance where complainant Ashok Mootha claimed entitlement to 85 bonus shares and related corporate benefits allegedly owed since the 1989 one-to-one bonus issue declared by ITC with record date 19th September 1989.

The petitioner (ITC) raised multiple objections: (1) MSE lacked jurisdiction since ITC's securities are neither listed nor traded on MSE; (2) the dispute concerned rectification of register of members which is non-arbitrable; (3) the claim was time-barred as it arose in 1989 while ODR mechanism began only in 2023; (4) the complainant lacked locus standi as he was not the registered shareholder; (5) multiple previous complaints on the same matter had been rejected by various exchanges including NSE, BSE, NSDL, CDSL and MSE itself; and (6) the proceedings constituted abuse of process.

SEBI defended the ODR framework, arguing that granting ITC's relief would undermine the uniform dispute-resolution mechanism and the round-robin allocation system prescribed by the Master Circular.

The Court analyzed paragraph 16 of the Master Circular which provides for market-wide round-robin allocation while specifying that disputes with listed companies should be referred to ODR Institutions empaneled by the "relevant Stock Exchange." The Court noted that while ITC's objection regarding MSE not being its relevant exchange was serious, it did not constitute such a patent lack of jurisdiction as to warrant writ intervention at the threshold.

Final Outcome

The Court dismissed the writ petition and directed ITC to comply with the ODR requirements including payment of arbitration fees within 14 days from the order date. The Court clarified that all objections raised by ITC - including jurisdiction, limitation, locus standi, maintainability, res judicata, abuse of process, and arbitrability - remain open to be raised before the arbitral forum. The Court specifically noted that it expressed no opinion on the merits of the complainant's claim or any of ITC's substantive objections.

Topics: SEBI ODR Framework, Jurisdictional Challenge, Share Dispute Arbitration